HORIBA’S TRAINING TERMS AND CONDITIONS

HORIBA’S TRAINING TERMS AND CONDITIONS

ON HORIBA INSTRUMENTS

 

1.        Scope

The present HORIBA’S TRAINING TERMS AND CONDITIONS (the “Conditions”), which may be amended by particular terms expressly accepted in writing beforehand, apply to all trainings courses whether online or on premises (the “Training Courses”) performed or provided by HORIBA FRANCE SAS (« HORIBA ») to Customer’s Attendees (the “Attendees”). These Conditions shall not be modified by any conflicting provisions appearing in any documents of the Customer (e.g. general terms of purchase, purchase orders, etc.).

For the purposes of the present Conditions, the term “Customer” means any entity or individual to whom HORIBA sells the Training Courses under the present Conditions.

 

2.        Reservation

Training Courses reservations can be initiated by requesting a quote (a) via The HORIBA Store website, or (b) by sending a direct request at training.hfr@horiba.com.

Training requests constitute pre-reservation. Full reservation will only be effective on receipt of the Training order and after the Customer has received acknowledgment of the order from HORIBA.

Reservations for a Training Course are only confirmed if made no earlier than four (4) weeks prior to its commencement.

3.        Price and terms of payment

 

The price of the Training Course is defined in the quote. It is calculated according to the nature and duration of the Training Course, based on the HORIBA price list.

HORIBA reserves the right to modify its price list at any time to take account of general price trends and competition. Prices are in euros, inclusive of all taxes, and are firm and non-negotiable. They include Training Courses Materials, lunch and refreshments. Travel and accommodation expenses are not included.

Invoices must be paid in advance. Any delay in payment will give rise to late payment penalties at the legal rate applicable in France and to a minimum lump sum of forty (40) euros for recovery fees.

HORIBA reserves the right to reattribute the places reserved by the Customer in case of non-payment in due-time.

 

4.        Duration

The duration of Training Courses varies according to the customer's organization and the specific features of each Training Course. The duration will be defined in the quote.

 

5.        Cancellation

In the event of cancellation of the order by the Customer received at least four (4) weeks before the start of the Training Course, the Customer shall be fully reimbursed for the price of the order within thirty (30) days from the date on which HORIBA is informed of the order cancellation.

In the event of cancellation of order, less than 4 weeks from the training date, a penalty of 100% of the order will apply.  However, HORIBA may at its own discretion propose to postpone the Training Course instead of applying the cancellation penalties.

HORIBA reserves the right up to three (3) weeks before the start of a Training Course to cancel a Training Course if the number of participants does not exceed a certain threshold. Cancellation notices will be sent out no later than three weeks prior to the Training Course.

A full refund of the Training Course fee shall be provided to the Customer in such case. HORIBA shall not be held responsible for costs incurred due to the cancellation of the Training Course prior or on the cancellation deadline. HORIBA discourages the purchase of non-refundable tickets if airfare or accomodation are required.

 

6.        HORIBA’s obligations

 

HORIBA will provide a qualified trainer and (as the case may be) instruments appropriate for the Training Courses.

Incidental to the Training Courses, HORIBA may also provide slides, documents, examples, test questions, and other materials (the “Training Materials”).

 

The Training Materials, whether in electronic or printed form, are the exclusive property of HORIBA and HORIBA shall have the exclusive right, title, and interest in and to the Training Materials at all times. Except for use during Training Courses, the Customer shall not directly or indirectly disclose, divulge, disseminate, use, or copy the Training Materials without the prior written consent of HORIBA.

 

HORIBA will give to each Attendee a certificate of completion at the end of each Training Course.

 

To obtain a certificate, Attendees must be present for the full Training Course.

 

 

7.        Access to HORIBA premises

 

For onsite Training Courses (at HORIBA’s premises), Customer will ensure that while on any premises of HORIBA, the Attendees will at all times comply with the general safety and security rules applicable in HORIBA’s premises and will conform to HORIBA’s codes of staff and security practice provided that HORIBA will have provided copies of such codes to the Attendees.

 

8.        Proprietary rights

 

Notwithstanding anything to the contrary, HORIBA retains ownership of all copyright and other intellectual property rights in the Training Courses and on Training Materials, including any documentation, data, technical information and know-how provided to Customer or its Attendees. Customer agrees that it must obtain HORIBA’s prior written consent before it may:

 

(i) copy any of HORIBA’s Training Materials;

(ii) use any recording equipment (including, but not limited to, audio recorders, video recorders, and cameras) during the Training Courses; or

(iii) use HORIBA’s trademarks, trade names, or other designations in any promotion or publication.

 

During remote Training Courses, Attendees agree not to share the Training Course link with any other individual. A reservation is valid for one participant. HORIBA reserves the right to charge an additional day for each non-registered participant.

 

 

9.        Confidentiality

 

Customer shall treat as strictly confidential any Confidential Information (as defined below) to which it may have access in the performance of the Training Courses or during its presence in the premises of HORIBA.

 

For the purpose of the Conditions, “Confidential Information” shall mean any non-public information, whether disclosed in writing, orally, visually, electronically or by any other means and whatever the support containing such Confidential Information. The Confidential Information shall in particular include, without being limited to, technical, scientific, commercial, business, financial, legal information such as information on patents, patent applications, trade secrets, inventions, methods, techniques, “know-how,” processes, procedures, designs, prototypes, drawings, materials, specifications, algorithms, software programs, software source codes, models, studies, data, documentation, diagrams, research, improvements, development plans, products, customer lists, pricing, sales and marketing plans, business forecasts.

In particular, Training Materials are HORIBA's Confidential Information.

 

Confidential Information will not include information that :

(a) is already known to Customer, free of any obligation to keep it confidential, at the time of disclosure;

(b) is or becomes publicly known through no wrongful act of Customer; or

(c) is received by Customer from a third party without any restriction of confidentiality.

 

The present Conditions impose no obligation on Customer with respect to Confidential Information that is disclosed pursuant to the order of a court, administrative agency or other governmental body; provided, however, that Customer shall (to the extent permitted by applicable law) provide prompt notice of such order to HORIBA to enable HORIBA to seek protective order or otherwise prevent or restrict such disclosure and shall limit the disclosure of Confidential Information to the utmost minimum.

 

The obligations of confidentiality and non-use shall survive for five (5) years after the performance of the Training Courses.

 

10.    Representations and Limitation of liability

Representation

 

ALL TRAINING SERVICES, TRAINING MATERIALS OR OTHER INFORMATION PROVIDED BY HORIBA ARE FURNISHED ON AN “AS-IS” BASIS. HORIBA MAKES NO EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. HORIBA MAKES NO WARRANTY AS TO ANY RESULTS TO BE ATTAINED BY RECEIVING THE TRAINING COURSES, ATTENDING THE TRAINING COURSES, RECEIVING CERTIFICATION OR USING THE TRAINING MATERIALS PROVIDED HEREUNDER.

 

Limitation of liability

 

HORIBA shall only be liable for direct damages caused to the Customer. Under no  circumstances shall HORIBA be liable for any immaterial or indirect damages such as, without being limited to, loss of profit, loss of sale, loss of contract, loss of benefit.

 

HORIBA’s liability shall in no case exceed the price of the applicable Training Courses.

 

 

11.    Personal data protection

 

HORIBA and the Customer will process the personal data obtained from the other in compliance with the laws and regulations applicable to the personal data, in particular the provisions of Regulation (EU) 2016/679 ("General Data Protection Regulation" or "GDPR") and of the law n ° 78-17 of January 6, 1978 modified, relating to data processing, files and freedoms.

 

The Customer is informed that, in the context of the processing of Training Courses, HORIBA collects or may collect from the Customer, and process, personal data (the “Personal Data”) concerning its Attendees (the “Data Subject”) for the purpose of treatment of Training Courses, commercial follow-up of its Customers and for the purpose of maintaining and developing its commercial network.

 

HORIBA only processes Personal Data in the cases provided for by law i.e. on the basis: (i)  of the execution of a contract or of precontractual measures; and (ii) of its legitimate interests (such as commercial follow-up of its Customers and development of its commercial network).

 

Access to Personal Data is strictly limited to HORIBA employees and agents, authorized to process them by virtue of their duties. HORIBA takes technical and organizational measures to limit access to these Personal Data.

 

HORIBA takes appropriate measures to ensure that Personal Data are processed and stored according to the following logic: in accordance with the regulations in force, HORIBA keeps the Personal Data for the time necessary for the purpose for which HORIBA has collected them and to meet any legal or regulatory obligations to which HORIBA may be subject.

 

The Personal Data may be transferred to recipients located outside the European Economic Area in countries with a level of protection different from that of the European Economic Area. In that case, HORIBA contractually asks these recipients to implement the necessary measures to ensure the same level of protection as that required by the GDPR, for example on the basis of an adequacy decision or the adoption of appropriate safeguards such as standard contractual clauses of the European Commission.

 

In accordance with the applicable legal and regulatory provisions, in particular Law No. 78-17 of 6 January 1978 as amended and the GDPR, any Data Subject whose Personal Data is processed by HORIBA benefits for those Personal Data of a right of access, rectification, erasure, a right to portability as well as of a right to limitation and a right to oppose the processing carried out on this data.

 

Any request to exercise the aforementioned rights should be made to the following address: gdpr.hfr@horiba.com.

For any further information or complaint, the Customer can contact the Commission Nationale de l’Informatique et des Libertés (more information on www.cnil.fr).

 

12.    Force majeure

 

HORIBA will be released from its obligations in the event of force majeure event understood as any event beyond the reasonable control of HORIBA, such as, without being limited to, total or partial labor strikes (except those concerning HORIBA), floodings, typhoons, fires, earthquakes, mobilization, war, epidemics, pandemics, riots, interruption or delays of transportation, raw materials shortages (such as shortages of electronic components), government restrictions or similar situations.

 

 

13.    Applicable law and competent jurisdiction

 

The present Conditions, the quote and any special terms constitute the rules governing reciprocal obligations between the Parties. In the event of a dispute between the parties regarding Training Courses, the parties will endeavor to amicably resolve the dispute. If the parties fail to resolve their dispute within thirty (30) days of notification of the dispute by the most diligent party, the dispute will be settled according to the French law, excluding its conflict of laws rules.

 

The competent courts of Paris, France shall have exclusive jurisdiction.